Ohio Revised Code Search

... another class, the shares surrendered upon such conversion shall be deemed retired and shall not be reissued as convertible shares. (B) Whenever redeemable shares are redeemed, purchased, or otherwise acquired by the corporation, such shares shall be deemed retired. (C) Shares released from subscription shall be deemed retired. (D) Unless otherwise provided in the articles, the directors may retire treasury share...

...(A) Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, shareholders, directors, and committees of the directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time. (B) Upon request of any shareholder at any meetin...

...he meeting held in lieu of it, every corporation, except a banking corporation, shall lay before the shareholders financial statements, which may be consolidated, and, as applicable, written statements or reports, consisting of: (1) A balance sheet containing a summary of the assets, liabilities, stated capital, if any, and surplus (showing separately any capital surplus arising from unrealized appreciation of asse...

...of directors and the consideration of reports to be laid before such meeting shall be held on a date designated by, or in the manner provided for in, the articles or in the regulations. In the absence of such designation, the annual meeting shall be held on the first Monday of the fourth month following the close of each fiscal year of the corporation. When the annual meeting is not held or directors are not elected ...

...f the Revised Code specify for that purpose a smaller or larger proportion but not in excess of fifty per cent; (4) Such other officers or persons as the articles or the regulations authorize to call the meetings. (B) Meetings of shareholders may be held either within or without this state if so provided in the articles or the regulations. The articles or regulations may authorize the directors to determine that ...

...stating the time, place, if any, and purposes of a meeting of the shareholders, and the means, if any, by which shareholders can be present and vote at the meeting through the use of communications equipment shall be given either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice is given, not less than seven nor more than ...

...tice of the time, place, if any, and purposes of any meeting of shareholders or directors, as the case may be, whether required by law, the articles, the regulations, or (in the case of directors) the bylaws, may be waived in writing, either before or after the holding of such meeting, by any shareholder, or by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance ...

...Any requirement imposed by law, the articles, the regulations, or the bylaws, with respect to the giving or sending of any notice or communication to any shareholder or director as such whose address as it appears upon the records of the corporation is outside of the United States, may be dispensed with, and no action taken shall be affected or invalidated by the failure to give or send any such notice or communicati...

...s have not been fully paid, but shares upon which an installment of the consideration for such shares is overdue and unpaid shall not be voted.

...(A) For any lawful purpose, including, without limitation, the determination of the shareholders who are entitled: (1) to receive notice of or to vote at a meeting of shareholders; (2) to receive payment of any dividend or distribution; (3) to receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect to the shares o...

...ts, in order to be effective for the purposes of this section, must be filed with the corporation before the consents in question had been acted upon. (B) Fiduciaries and minors may vote and execute consents in respect of shares which stand of record in their respective names. (C) When any person has furnished to the issuing corporation proof, satisfactory to it, of his appointment and qualification as: executor un...

...(A) When any domestic corporation, non-profit or for profit, holds shares of a domestic or foreign corporation, the chairman of the board, the president, any vice-president, the secretary, or the treasurer of the corporation holding such shares, and any such officer or cashier or trust officer of a banking or trust corporation holding shares of a domestic or foreign corporation, and any like officer of a foreign corp...

...n's other rights, by proxy or proxies appointed by a writing signed by the person or appointed by a verifiable communication authorized by the person. (B) Any transmission that creates a record capable of authentication, including, but not limited to, a telegram, a cablegram, electronic mail, or an electronic, telephonic, or other transmission, that appears to have been transmitted by a person described in division ...

...reement certificates for shares of a corporation may be deposited within or without this state by any holder or holders thereof with one or more persons as trustees, or with any depositary designated by or pursuant to such agreement to act for such trustees, for the purpose and with the effect of granting to such trustees or a majority of them, or to such persons as may be designated by or pursuant to such agreement,...

...e of any meeting of shareholders, may appoint inspectors of election to act at such meeting or any adjournment thereof; (2) If inspectors are not so appointed, the officer or person acting as chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment; (3) In case any person appointed as inspector fails to appear or to act, the vacancy may be filled by appoint...

...taken by the holders of a designated proportion of the shares of any particular class or of each class, may be authorized or taken by a lesser proportion. (B) Unless the articles or the regulations otherwise provide, the holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.

...f the Revised Code requiring for any purpose the vote, consent, waiver, or release of the holders of a designated proportion (but less than all) of the shares of any particular class or of each class, the articles may provide that for such purpose the vote, consent, waiver, or release of the holders of a greater or lesser proportion of the shares of such particular class or of each class shall be required, but unless...

...The authorization or taking of any action by vote, consent, waiver, or release of the shareholders may be rescinded or revoked by the same vote, consent, waiver, or release as at the time of rescission or revocation would be required to authorize or take such action in the first instance, subject to the contract rights of other persons.

...ng of the shareholders held for such purpose, or all the directors, respectively, which writing or writings shall be filed with or entered upon the records of the corporation. Any certificate with respect to the authorization or taking of any such action that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of such action was in a writing or writings appro...

... provide that no shareholder of a corporation may cumulate the shareholder's voting power, each shareholder has the right to vote cumulatively if notice in writing is given by any shareholder to the president, a vice-president, or the secretary of a corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice o...

...g of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares which are represented at the meeting and entitled to vote on the proposal. In addition to the authority of the shareholders to fix or change the number of directors and the manner in which such number may be fixed or changed, the articles or the regulation...

... provided that where all shares of a corporation entitled to elect a class of directors are owned of record by one or two shareholders, the number of directors of each class may be less than three, but not less than the number of shareholders entitled to elect directors of such class; (2) That the terms of office of the several classes need not be uniform, except that no term shall exceed the maximum period specifie...

...he holders of a majority of the voting power entitling them to elect directors in place of those to be removed, except that, unless all the directors, or all the directors of a particular class, are removed, no individual director shall be removed if the votes of a sufficient number of shares are cast against the director's removal that, if cumulatively voted at an election of all the directors, or all the direct...

...reholders, all of the authority of a corporation shall be exercised by or under the direction of its directors. For their own government, the directors may adopt bylaws that are not inconsistent with the articles or the regulations. The selection of a time frame for the achievement of corporate goals shall be the responsibility of the directors. (B) A director shall perform the director's duties as a director, inc...

...(A) In order to qualify as a close corporation agreement under this section, the agreement shall meet the following requirements: (1) Every person who is a shareholder of the corporation at the time of the agreement's adoption, whether or not entitled to vote, shall have assented to the agreement in writing; (2) The agreement shall be set forth in the articles, the regulations, or another written instrument; (3...